Hess Urges Shareholders to Protect Value of Investment, Vote for Its
Highly Qualified Directors on the White Proxy Card

NEW YORK--(BUSINESS WIRE)--May. 3, 2013--
Hess Corporation (NYSE: HES) today commented on the report issued by
Institutional Shareholder Services Inc. (“ISS”). ISS's flawed analysis
does not reflect the fact that Hess has nominated five all new
independent director nominees to oversee the continued execution of a
market-endorsed transformation plan and disregards the highly
problematic compensation scheme put in place for Elliott Management’s
dissident nominees. Hess notes that Egan Jones, a competing proxy
advisory firm, yesterday issued a report in support of ALL of Hess’
director nominees and believes that shareholders who conduct their own
thoughtful analysis will arrive at the same conclusion. Hess continues
to urge shareholders to vote on the WHITE
proxy card FOR all of its new, highly qualified, independent director
nominees at the Company's 2013 Annual Shareholders Meeting, which will
be held on May 16, 2013.

The Company said, “ISS has betrayed its own principles. We have exceeded
ISS’s burden of proof on all counts – the economic superiority of our
transformation plan and the suitability of a world-class slate of new,
independent nominees to oversee the execution of that plan. It is
troubling that ISS would suggest that shareholders support dissident
candidates who are beholden to a new, four percent shareholder that has
offered no constructive ideas for change at Hess. We are executing well
against our multiyear transformation to a pure play E&P company, a plan
that has received overwhelming support from our shareholders and
independent Wall Street analysts. Our five new director nominees are
committed to creating sustainable long term value for all Hess
shareholders and are the clear choice for those who want truly
independent, experienced new directors who will represent their
interests.

“The ISS report is in keeping with an institutional bias toward
dissident slates, recommending for the dissident on approximately 75
percent of proxy contests. In this case, it is especially troubling that
it has reflexively supported dissident directors who are neither
independent nor incentivized to act in the best long-term interests of
all Hess shareholders. Only in the world of ISS could director nominees’
evaluation of a plan, which has been endorsed by a majority of
shareholders and independent research analysts, be construed as a
negative. It is disturbing precedent that ISS would deem it unfit for a
nominee to conduct due diligence on a company’s strategy and business
prior to joining the board. However, when a dissident slate tethers
itself to a flawed breakup plan by agreeing to a compensation scheme
that would guarantee their enrichment, while destroying long term value
for all Hess shareholders, ISS views that to be a positive.
Astoundingly, this illogic is a key predicate to their conclusion. At a
time that we are delivering real value, blindly following ISS’s
recommendations introduces an irresponsible level of risk for Hess
shareholders. Electing Elliott’s nominees would jeopardize the ongoing
success of our transformation plan by creating a strategically
misaligned board which includes dissident nominees who are directly
compensated to pursue Elliott’s short-term agenda.

“ISS owes a duty to its clients – a duty that is based on cogent,
clear-eyed analysis of issues critical to the value of their clients’
investments. This recommendation represents a breach of that duty:

it lacks any critical analysis of the dissident nominees;

disregards easily verifiable facts that would refute their analysis,
such as our recent performance in the Bakken; and,

fails to articulate a basis to conclude that the non-incumbent and
non-conflicted Hess slate is anything but superior to a conflicted,
dissident slate that, in many of its own words, has already prejudged
outcomes at Hess.

We urge institutional investors, who have fiduciary duties to their own
clients, to do their own analysis and come to their own conclusions,
particularly in light of ISS’s flawed and shoddy analysis.”

Hess notes that Egan Jones, an independent proxy advisory firm, has
recommended that Hess shareholders vote for ALL of the Company’s
director nominees on the WHITE proxy card:

Based on our review of publicly available information, we believe
that voting FOR the management’s nominees and voting FOR its other
proposals is in the best interest of the Company and its shareholders.
In arriving at that conclusion, we have considered the following factors:

1. The belief that the dissidents have not offered a persuasive,
comprehensive, strategic plan compared what the Company is executing
that will maximize shareholder value. We strongly believe that the
management and the Board has clearly demonstrated and executed its plans
of transformation for the Company. As stated in the Company’s public
disclosure, Hess continues to significantly cut capital expenditures and
exploration spending, while driving production growth and maintaining a
focused exploration program. Moreover, Hess has been implementing a
successful asset divestiture program that has enabled it to deliver
higher growth, lower risk E&P assets.

2. We are not convinced that the dissidents’ nominees would work
to the benefit of the shareholders, given their level of industry
expertise and public company experience, and particularly if receiving
compensation from Elliott if elected. The latter would clearly
demonstrate a potential conflict of interest, affecting their
independence and judgment, in our view.

3. The fact that the solicitation being made by the dissidents
could disrupt the ongoing efforts of the management toward the
implementation of the strategic plan.

The Company added, “Hess has nominated a slate of all new, independent
director nominees. These directors would be assets to any boardroom
across corporate America and are ideally suited to be directors at Hess.
They have impeccable credentials, are the right team to objectively
oversee the execution of Hess’ market-endorsed transformation plan, and
are not beholden to a single shareholder. We urge Hess shareholders to
vote for all of our new, independent, highly qualified director nominees
who will continue our transformation into a pure play E&P company that
will drive increased returns for all Hess shareholders.”

Hess also notes that ISS withheld judgment on the Elliott nominees’
unusual contingent bonus scheme that incentivizes them to pursue
Elliott’s short-term goals. Leading independent corporate governance
experts have raised serious concerns about this compensation scheme,
stating that it undermines the independence of Elliott’s nominees and
compromises their ability to act as fiduciaries for all Hess
shareholders. These experts have called for proxy advisory firms such as
ISS to develop more comprehensive policies regarding such schemes,
especially in light of the risks that it introduces to a target company
and its shareholders, including creating strategic misalignment on the
Board.

[Activists] are also enjoying a higher rate of success […] The
reason is probably the support that activists have received from
the principal proxy advisors: Institutional Shareholder Services
(“ISS”) and Glass Lewis & Company […] Clearly, both [ISS and Glass
Lewis] should develop and articulate their policies regarding
bonuses.

- John C. Coffee, Adolf A. Berle Professor of Law at Columbia
University School of Law

The Company concluded, “Each of the nominees put forward by Elliott has
already compromised his independence by agreeing to an unusual
contingent bonus scheme that incentivizes him to pursue Elliott’s
short-term goals. In its silence on the matter, ISS has essentially
endorsed a scheme that leading corporate governance experts have called
‘the dark side’ of activism. This sets a disturbing precedent not just
for Hess, but for all companies that now risk being destabilized by the
kind of short-termism driving hedge funds such as Elliott. We would
caution our shareholders against disrupting our progress by voting for
conflicted dissident directors whose decisions are motivated by the
direct and substantial compensation they would receive from a single
shareholder.”

All shareholders of record as of April 8, 2013 are entitled to vote at
the 2013 Annual Shareholders Meeting. Hess encourages all shareholders
to carefully review its definitive proxy filing and other materials and
vote only their WHITE proxy card. For more information about Hess’ 2013
Annual Shareholders Meeting, please visit www.transforminghess.com.

Cautionary Statements

This document contains projections and other forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These projections
and statements reflect the Company’s current views with respect to
future events and financial performance. No assurances can be given,
however, that these events will occur or that these projections will be
achieved, and actual results could differ materially from those
projected as a result of certain risk factors. A discussion of these
risk factors is included in the Company’s periodic reports filed with
the Securities and Exchange Commission.

This document contains quotes and excerpts from certain previously
published material. Consent of the author and publication has not been
obtained to use the material as proxy soliciting material.

Important Additional Information

Hess Corporation, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies from
Hess shareholders in connection with the matters to be considered at
Hess’ 2013 Annual Meeting. Hess has filed a definitive proxy statement
and form of WHITE proxy card with the U.S. Securities and Exchange
Commission in connection with the 2013 Annual Meeting. HESS SHAREHOLDERS
ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION.
Information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, is set
forth in the proxy statement and other materials filed with the SEC.
Shareholders will be able to obtain any proxy statement, any amendments
or supplements to the proxy statement and other documents filed by Hess
with the SEC for no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge at Hess’ website at www.hess.com,
by writing to Hess Corporation at 1185 Avenue of the Americas, New York,
NY 10036, by calling Hess’ proxy solicitor, MacKenzie Partners,
toll-free at (800) 322-2885 or by email at hess@mackenziepartners.com.